Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224149
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9,
2019)
1,750,000,000
DANAHER CORPORATION
750,000,000 1.700% Senior Notes due 2024
500,000,000 2.100% Senior Notes due 2026
500,000,000 2.500% Senior Notes due 2030
We are offering
750,000,000 aggregate principal amount of 1.700% senior notes due 2024 (the 2024 Notes), 500,000,000 aggregate principal amount of 2.100% senior notes due 2026 (the 2026 Notes), and 500,000,000 aggregate
principal amount of 2.500% senior notes due 2030 (the 2030 Notes). We refer to the 2024 Notes, the 2026 Notes and the 2030 Notes collectively as the notes.
The 2024 Notes will mature on March 30, 2024, the 2026 Notes will mature on September 30, 2026, and the 2030 Notes will mature on
March 30, 2030. We will pay interest on the 2024 Notes and 2030 Notes annually in arrears on March 30 of each year, commencing on March 30, 2021. We will pay interest on the 2026 Notes annually in arrears on September 30 of each
year, commencing on September 30, 2020. The notes of each series will be issued only in denominations of 100,000 and integral multiples of 1,000 in excess thereof.
We may redeem some or all of the notes at any time at the applicable redemption prices described in this prospectus supplement under the heading
Description of NotesOptional Redemption. If a change of control triggering event as described in this prospectus supplement under the heading Description of NotesChange of Control Triggering Event occurs, we may
be required to offer to purchase all of the then outstanding notes from their holders. In addition, the notes of each series may be redeemed in whole but not in part, at any time at our option, in the event of certain changes in applicable tax law.
See Description of NotesRedemption Upon Changes in Withholding Taxes.
The notes will be our general unsecured obligations
and will rank without preference or priority among themselves and equally in right of payment with all of our existing and any future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that we may incur. The notes
will be effectively subordinated to all of our existing and any future secured indebtedness, and structurally subordinated to all existing and any future indebtedness and other liabilities of our subsidiaries. There are no sinking funds for the
notes.
Application will be made to have each series of the notes listed on The New York Stock Exchange. Currently there are no trading
markets for any series of the notes. The listing application will be subject to approval by The New York Stock Exchange. If such a listing is obtained, we will have no obligation to maintain such listing, and we may delist any series of the notes at
any time. The New York Stock Exchange is not a regulated market for the purposes of the EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended or superseded, MiFID II).
Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefully before you make
your investment decision. See Risk Factors beginning on page S-9 of this prospectus supplement, as well as documents we file with the Securities and Exchange Commission
that are incorporated by reference herein for more information.
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Price to Investors
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Underwriting
Discounts
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Proceeds, Before
Expenses, to Us
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Per 2024 Note
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99.931
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%
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0.375
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%
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99.556
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%
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2024 Notes Total
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749,482,500
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2,812,500
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746,670,000
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Per 2026 Note
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99.717
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%
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0.460
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%
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99.257
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%
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2026 Notes Total
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498,585,000
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2,300,000
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496,285,000
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Per 2030 Note
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99.642
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%
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0.475
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%
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99.167
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%
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2030 Notes Total
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498,210,000
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2,375,000
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495,835,000
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Total
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1,746,277,500
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7,487,500
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1,738,790,000
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The prices to investors set forth above do not include accrued interest, if any. Interest on the notes will
accrue from March 30, 2020.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in the form of one or more global notes and in book-entry form and expect that the notes will be
deposited and registered in the name of a nominee for a common depositary or through a common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV on or about March 30, 2020.
The manufacturer target market (under MiFID II product governance rules) for the notes is eligible counterparties and professional clients only,
each as defined in MiFID II, through all distribution channels. No key information document is being prepared in accordance with EU Regulation No 1286/2014 (as amended, the PRIIPS Regulation) as the notes will not be offered, sold or
otherwise made available to retail investors in the European Economic Area (EEA) and the United Kingdom. See UnderwritingSelling Restrictions.
Joint Book-Running Managers
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BNP PARIBAS
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BofA Securities
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Deutsche Bank
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Barclays
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Citigroup
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HSBC
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J.P. Morgan
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Wells Fargo Securities
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Co-Managers
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Banca IMI
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Commerzbank
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Credit Suisse
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Lloyds Securities
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MUFG
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Standard Chartered Bank
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Santander
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TD Securities
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The date of this prospectus supplement is March 25, 2020.